2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.833 - LIABILITY FOR UNLAWFUL DISTRIBUTION.

        490.833  LIABILITY FOR UNLAWFUL DISTRIBUTION.
         1.  A director who votes for or assents to a distribution in
      excess of what may be authorized and made pursuant to section
      490.640, subsection 1, or section 490.1409, subsection 1, is
      personally liable to the corporation for the amount of the
      distribution that exceeds what could have been distributed without
      violating section 490.640, subsection 1, or section 490.1409,
      subsection 1, if the party asserting liability establishes that when
      taking the action the director did not comply with section 490.830.
         2.  A director held liable for an unlawful distribution under
      subsection 1 is entitled to both of the following:
         a.  Contribution from every other director who could be held
      liable under subsection 1 for the unlawful distribution.
         b.  Recoupment from each shareholder of the pro rata portion
      of the amount of the unlawful distribution the shareholder accepted,
      knowing the distribution was made in violation of section 490.640,
      subsection 1, or section 490.1409, subsection 1.
         3. a.  A proceeding to enforce the liability of a director
      under subsection 1 is barred unless it is commenced within two years
      after one of the following dates:
         (1)  The date on which the effect of the distribution was measured
      under section 490.640, subsection 5 or 8.
         (2)  The date as of which the violation of section 490.640,
      subsection 1, occurred as the consequence of disregard of a
      restriction in the articles of incorporation.
         (3)  The date on which the distribution of assets to shareholders
      under section 490.1409, subsection 1, was made.
         b.  A proceeding to enforce contribution or recoupment under
      subsection 2 is barred unless it is commenced within one year after
      the liability of the claimant has been finally adjudicated under
      subsection 1.  

         89 Acts, ch 288, §92; 2002 Acts, ch 1154, §40, 125
         Referred to in § 490.202, 490.831, 491.16A